Form 4: Gartner Director Acquires Shares as Compensation

Gartner Director Raul E. Cesan acquired common stock and common stock equivalents as part of his director compensation plan.

Summary

• Raul E. Cesan, a Director of Gartner Inc. (IT), acquired 105 shares of common stock and 105 Common Stock Equivalents (CSEs) on January 2, 2026.
• The common stock was acquired at a price of $0.
• The CSEs were received as compensation for service as an outside director under the Gartner, Inc. Long-Term Incentive Plan (LTIP).
• Mr. Cesan elected to receive an immediate distribution of the CSE shares.
• CSEs convert into Gartner common stock on the date the outside director's continuous status as a director terminates, or as otherwise provided in the LTIP.
• Following these transactions, Mr. Cesan directly beneficially owns 30,283 shares of common stock and 1,168 Common Stock Equivalents.
• He also indirectly owns 18,400 shares through Family Trust #1 and 28,900 shares through Family Trust #2.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. It's a routine compensation filing, indicating continued director service and alignment through equity, but not a significant market-moving event.

Positives

• Director Raul E. Cesan received 105 Common Stock Equivalents (CSEs) as compensation for his service, indicating continued alignment with shareholder interests.
• The acquisition of shares and CSEs at a $0 price for common stock and as compensation for CSEs reflects a non-cash compensation component, which is a common practice for directors.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance, focusing instead on a director's equity transactions.

Industry Context

This filing reflects standard director compensation practices within the technology and research industry, where equity-based awards like Common Stock Equivalents are often used to align director interests with long-term company performance and shareholder value.

Comparison to Industry Standards

• The use of Common Stock Equivalents (CSEs) as compensation for outside directors, granted under a Long-Term Incentive Plan (LTIP), is a common practice across publicly traded companies, particularly in the technology and professional services sectors.
• Companies like Microsoft, IBM, and Accenture frequently utilize similar equity-based compensation structures for their non-employee directors to foster long-term alignment with shareholder interests.
• The immediate distribution election for CSEs is also a standard option provided in many such plans.

Corporate Governance

Related Party Transactions

• The filing indicates indirect beneficial ownership of common stock through Family Trust #1 (18,400 shares) and Family Trust #2 (28,900 shares), which are related party holdings.

Stakeholder Impact

• Shareholders: The acquisition of equity by a director aligns their interests with shareholders, potentially fostering long-term value creation.

Next Steps

• The CSEs will convert into Gartner common stock upon the termination of the director's continuous status or as otherwise provided in the LTIP.

Key Dates

Recommendation

This Form 4 filing details a routine compensation event for a director, involving the acquisition of common stock and common stock equivalents. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction reflects standard corporate governance practices for director compensation and aligns the director's interests with shareholders, but it is not a catalyst for a 'buy' or 'sell' decision.

Keywords

Gartner Inc., IT, Form 4, Insider Trading, Director Compensation, Common Stock Equivalents, Long-Term Incentive Plan, Raul E. Cesan, Equity Compensation